Disney tries to build a Pirates franchise trilogy with a bouillabaisse of CG effects. Couldn't they have used the computer to write some actual dialogue for the actors?

Johnny Depp upstaged by a mollusk? A barnacle or an anemone I could understand, but the maritime order has been seriously disturbed in Pirates of the Caribbean: Dead Man's Chest. To begin with, there's too much of bland about-to-be-weds William and Elizabeth (Orlando Bloom and Keira Knightley), which cuts into the screen time of the marauding Black Pearl pirates led by Capt. Jack Sparrow (Depp). As you'll recall from three years ago, Depp's wildly eccentric Keith-Richards- in-a-tricorner-hat act got him an Oscar nomination; it was a rare, risky comic performance in a movie based on a Disney theme-park ride. You felt the machinery pulling you one way, but Depp's genius provided a safe anchor amid the CGI swirlings. Unfortunately, the same filmmakers (director Gore Verbinski, producer Jerry Bruckheimer) learned the wrong lessons from that picture's huge, unexpected success. Capt. Jack is now faced with a scaly school of adversaries bristling with fins and gills and claws. They're like sea orcs. Computers have merged man and fish to render the ghouls crewing the legendary Flying Dutchman, a purgatory for souls hoping to forestall their final judgment. Meaning that no matter how funny Depp is, he's got to contend with enemies who closely resemble the starter menu at your favorite sushi bar.

Love or treasure? Knightley and Depp take a magic compass bearing.

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Pirates of the Caribbean: Dead Man's Chest Opens at Pacific Place and other theaters, Fri., July 7. Rated PG-13. 140 minutes.

Stellan Skarsgård is the first such emissary; wrapped in seaweed and with oysters growing out of one side of his blanched, briny face, he warns Depp of a debt to be paid. It seems the Black Pearl was one of those balloon-mortgage deals with the devil. Capt. Jack leased his ship from Davy Jones (Bill Nighy), but at a cost. His 13 years at the helm have expired, and now there's a soggy bunk waiting for him on the Dutchman, a ship that regularly submarines beneath the waves and is constructed, literally, from the bones and flesh of its old deckhands.

Thus we have Cowards of the Caribbean, since Jack is now understandably reluctant to get his boots wet. Jones is scary enough—his entire face consists of writhing tentacles; he's got a crab's carapace and claw to snip bones in half; and like the rest of his band, he's adorned with various little gaping, sucking reef creatures. Then there's the Kraken, inspired by Norse myth (also once a Tennyson poem), a much bigger and more frightening version of the giant octopus in 20,000 Leagues Under the Sea, which Jones unleashes to pull entire frigates beneath the waves.

ALL OF THIS would make a wonderful theme-park ride, and I have no doubt that between this Pirates picture and next summer's trilogy ender—made simultaneously, Matrix-style, for an untold number of doubloons—the old Disneyland attraction will receive a significant makeover. But rides are rides and stories are stories, and it's fully apparent where the bulk of Pirates' budget was spent. First William has to find Jack and retrieve a magical compass to free Elizabeth from jail, since she's in the custody of a malign representative of the East India Co., the Enron of its day. Then she embarks separately on the same mission, but attention soon turns from compass to key (or a diagram of such, held by Jack), and from key to chest (bear with me now), and from chest to a certain pulsing organ inside that safe deposit box. This is the grail sought by all, the WMD of the 18th century, which the East India Co. surely intends to use in Pirates Part 3 to establish a global monopoly on all sea trade, putting an end to the freebooting era of Jack and his kind.

In other words, Dead Man's Chest is plotted like a scavenger hunt, as its characters madly race from one object or island to the next. It's enjoyable to watch Jack escape cannibals while lashed to a giant bamboo stake that makes him a human shish kabob. It's a hoot to see pirates swinging to escape their cages suspended over a bottomless gorge. It's also fun to watch a three-way sword fight on a giant mill wheel that's broken loose and rolling through the forest. But it's also wildly unclear why any of this is going on—apart from amusement-park thrills, of course.

Various supporting figures return from the first movie, and the biggest laugh here comes when two dumb brigands stop the action and try to sort out, for their benefit and ours, exactly what's going on. The one-eyed skinny pirate (Mackenzie Crook, who played toady Gareth in the BBC version of The Office) and his plumper cohort (Lee Arenberg) are like the two nitwits in Rosencrantz & Guildenstern Are Dead—no idea why Hamlet is so depressed, but yes, please, I'd like another chicken wing.

If only producer Bruckheimer had spent some of that budget on Rosencrantz writer Tom Stoppard. What's the use of bringing back Jonathan Pryce (as Elizabeth's father) or employing other English stage talent— like Nighy (Love Actually), Tom Hollander (the horrid suitor Mr. Collins opposite Knightley's other Elizabeth in Pride & Prejudice) as the East India Co. rep, and Naomie Harris (28 Days Later) as a Creole voodoo priestess—when they've got no good lines to deliver? The movie's dull signature phrase, repeated often, pertains to Jack's magical compass, which points to "what you want most." Though the needle wavers for most of the picture, considerably undercutting Depp's comic authority, there's no doubt where it's pointing next: all that money buried in Part 3.